EXHIBIT 10.5
[Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
FINANCIAL SERVICES AGREEMENT
This AGREEMENT made and entered into on this 1st day of August, 1992, by
and between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation
duly organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston (mailing address Xx Xxx 000, 000 Xxxxxx
Xx., Xxxxxxxx, Xxxxx 00000-0000) (hereinafter referred to as "FISC"), and
XXXXXXX MERCHANTS BANK a financial institution duly organized and existing under
the laws of the United States, and having its principal office located in
Bangor, Maine (201 Main St., Bangor, Maine, 04401) (hereinafter referred to as
"Client").
WITNESSETH
THAT, WHEREAS, FISC desires to provide certain services which are
described in one or more addenda attached to this Master Agreement and signed by
the parties to this Agreement and the Client desires to purchase those services
from FISC, and WHEREAS, the parties hereto desire to enter into a single Master
Agreement which will form a basis for the providing of specified services by
FISC to the Client as described in the above-referenced addenda attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto agree as follows:
1. Services Covered By Agreement. FISC will provide to the client, on the
terms and conditions set forth in this Agreement, the services which are more
particularly described in one or more addenda attached to this Agreement.
Additional financial services may be provided by FISC to the Client under the
terms of this Agreement after the date of this Agreement upon the written
request of the Client or the signing by FISC and the Client of additional
addenda describing those additional services which services and addenda shall be
governed by the terms of this Agreement, unless otherwise provided in the
specific addendum describing the additional service.
2. Term of Agreement and Service Addenda. This Agreement shall become
effective when executed and delivered by Client and executed and accepted by
FISC in writing, and shall apply with respect to all addenda attached hereto
upon execution of the Agreement or from time to time thereafter. Each service to
be provided under the terms of this Agreement and described by a separate
attached addenda shall take effect on the effective date specified in the
addenda describing that service, and shall terminate in accordance with the
provisions of the addenda describing the service. The initial and any subsequent
terms of
each financial service shall be specified in each addenda, and shall be
terminated in accordance with the terms as set forth in each particular service
addenda to this Agreement.
3. Service Fees and Payment. The Client agrees to pay to FISC the charges
on the initial price schedule for the initial term of each service in accordance
with the provisions of each service addenda, and subject to increase in
accordance with the terms of each addenda. Payment of invoices is due within
Thirty (30) days of the invoice date for each service provided under this
Agreement.
4. Taxes. The Client agrees to pay any applicable local, state, and Federal
taxes, however designated (excluding taxes on FISC's net income), imposed on or
based upon the provision or use of services rendered under this Agreement.
5. Warranties. FISC makes no warranties, expressed or implied, and
specifically disclaims any warranties of merchantability or fitness or
particular purpose with respect to any tangible personal property sold or
provided to the Client with respect to or in connection with services provided
under the terms of this Agreement. FISC does agree to assign or pass on the
benefit of any manufacturer's or dealer's warranties with respect to such
tangible personal property.
6. Exclusive Remedy. THE CLIENT'S SOLE REMEDY AGAINST FISC FOR LOSS OR
DAMAGE CAUSED BY OR ARISING IN CONNECTION WITH PERFORMANCE OR NON-PERFORMANCE
OF THE SERVICES UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE, SHALL BE THE LESS OF THE AMOUNT OF ACTUAL DIRECT DAMAGES WHICH ARE
PROVEN OR AN AMOUNT EQUAL TO THE MOST RECENT THREE (3) MONTHS FEES FOR THE
SERVICE TO WHICH THE CLAIM RELATES THIS LIMITATION SHALL ALSO BE CONSIDERED TO
BE A SINGLE AGGREGATE LIMIT ON FISC'S LIABILITY WHEN MULTIPLE CLAIMS SHOULD
ARISE OUT OF THE SAME TRANSACTION OR EVENT. THIS REMEDY SHALL BE EXCLUSIVE OF
ALL OTHER REMEDIES AT LAW OR IN EQUITY.
7. Indemnification and Waiver of Subrogation. The Client shall indemnify
and hold FISC harmless from and against any and all loss, liability, cost,
damage, or expense, including but not limited to reasonable attorneys' fees,
arising out of, or in any way relating to any third party claims of whatever
nature and by whomsoever made against FISC as a result of this Agreement or of
the performance by FISC of the services contemplated hereby. The Client also
hereby releases FISC from any and all liability or responsibility to anyone
claiming through the Client by way of subrogation or otherwise in any amount
that exceeds the liability limitation provisions in section Six (6) of this
agreement to the extent such release from liability is not precluded by the
provisions of the Client's liability, casualty and property insurance policies
and agreements and its fidelity bond.
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8. Liability Limitations. Notwithstanding any other provision of this
Agreement:
A. FISC shall not be liable for any indirect, incidental or consequential
damages (including lost profits) sustained or incurred in connection
with services supplied under this Agreement regardless of the form of
action, whether or not such damages are foreseen or unforeseen.
B. FISC shall not be liable in any way for delay, failure in performance,
loss or damage due to any of the following force majeure conditions:
fire, strike, embargo, explosion, power blackout, earthquake, volcanic
action, flood, war, water, the elements, labor disputes, civil or
military authority, acts of God, public enemy, inability to secure
materials, inability to secure products, inability to secure fuel,
inability to secure transportation facilities, acts or omissions of
carriers, or other causes beyond its reasonable control, whether or
not similar to the foregoing.
C. FISC shall not be liable f or any delay, loss or damage attributable
to any service of any person other than FISC, its employees and
agents.
D. Any legal action arising from or in connection with services performed
for the Client or any other activity in connection with this Agreement
must be brought within one year after the cause of action arises. For
the purposes of this Agreement a cause of action arises on the date of
actual occurrence of the act or event or on a date when there is an
omission to act.
E. Client shall have sole responsibility for all information it provides
FISC and FISC shall have no obligation to verify, check or inspect
information furnished by Client. Client agrees to indemnify and save
harmless FISC against any and all liability, loss, damage, costs, or
expenses which FISC may incur, suffer or be required to pay by reason
of the content of Client's information or because of any error or
omission in information, including, but not limited to, FISC's
expenses of defense and its reasonable attorney's fees.
9. Assignment and Subcontracting. FISC shall have the right, at its sole
option, to provide any and all services under the terms of this Agreement by and
through one or more third parties. In the event that FISC does elect to exercise
its rights under this fact and further advise the Client as to any procedures to
be followed by or actions to be taken by the Client which may be necessary in
order to enable such third party to perform such services.
The Client shall not, without the prior written consent of FISC, assign its
rights under this Agreement to any other party, provided, however, that the
restrictions contained in this
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paragraph of this section of the Agreement shall not be construed as in any way
restricting the ability of the Client to change its corporate identity by means
of a merger, consolidation for acquisition as permitted under the laws of the
State of Maine.
10. Termination for Cause. The Client will be in default of this Agreement
and FISC may terminate this Agreement if the Client fails to pay any charges
when due or fails to perform or observe any term or condition of this Agreement,
if such failure shall continue not remedied for thirty (30) days after receipt
of written notice thereof from FISC.
The Client may terminate or cancel this Agreement if FISC fails to perform
or observe any material term or condition of this Agreement and such failure
shall continue not remedied for (thirty) 30 days after FISC receives notice
thereof from the Client.
11. Notices. Any notice required to be given under the terms of this
Agreement shall be deemed duly served if sent by certified mail, return receipt
requested, through the United States Postal Service, to the address as set
forth at the beginning of this Agreement, or such different addresses which may
be established from time to time by either party upon giving written notice
thereof to the other party to this Agreement.
12. Miscellaneous
A. Any modification or waiver of any provision of this Agreement must be
in writing and signed by authorizing representatives of both parties.
B. If any term or provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement shall not be affected
thereby and each term or provision thereof shall be valid and enforced
to the fullest extent permitted by law.
C. Waiver by either party of any breach of this Agreement by the other
party in a particular instance shall not operate as a waiver of
subsequent breaches of the same or different kind. The failure of
either party to exercise any rights under this Agreement in a
particular instance shall not operate as a waiver of the party's right
to exercise the same or different rights subsequent.
D. This Agreement shall be construed in accordance with and governed by
the laws of the State of Maine.
E. This is the entire Agreement between the parties with respect to the
financial services to be provided hereunder and described in the
attached addenda and supersedes all prior agreements, proposals, or
understandings whether written or oral.
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FINANCIAL INSTITUTIONS SERVICE
CORPORATION
By
------------------------------ ----------------------------------
Witness , its
President Duly Authorized
XXXXXXX MERCHANTS BANK
By /s/ X.X. Xxxxxxxx, Xx.
------------------------------ ----------------------------------
Witness , its
Vice President duly authorized
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[Confidential portions of this exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
FINANCIAL SERVICES AGREEMENT
FOR ITEM PROCESSING SERVICES
This AGREEMENT made and entered into this 1st day of August, 1992, by and
between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation duly
organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, in the County of Androscoggin, and State
of Maine (mailing address Xx Xxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000-0000) (hereinafter referred to as "FISC"), and XXXXXXX MERCHANTS BANK, a
financial institution duly organized and existing under the laws of the United
States,, and having its principal office located in Bangor, in the County of
Penobscot, and State of Maine (201 Main St., Bangor, Maine, 04401) (hereinafter
referred to as "Client").
It is the intention of FISC and the Client that this Addendum be construed
in all respects as an Addendum to a certain Financial Services Master Agreement
(the "Agreement") between FISC and the Client dated August 1, 1992, and that it
is being entered into by the parties hereto for the purpose of describing one or
more services and their pricing structure. This addendum may describe several
related services. The Client will indicate in Section Five which services it
will initially use. Subsequent services may be provided by a written request
from the Client to FISC.
1. Description of Service:
Inclearing Services: FISC will receive daily incoming Cash
Letters from the Clients' RCPC and will: capture, balance, and
transmit (via phone or magnetic tape) the data to the Clients'
data processing center,
Return Service: Clients' returns will be retrieved from previous
day's Incoming Cash Letter, stamped with return reason, and
qualified Cash Letters will be prepared and returns will be
deposited at Fed.
Large Item Return Notification: The Bank of First Deposit will be
notified electronically of any return item $2,500.00 or more.
Research (Adjustments): FISC will research items or adjustments
as requested by Client. Research could involve obtaining copies
of checks, obtaining cash letter information, or submitting
adjustments to the Federal Reserve.
Serial Sorting: FISC will sort checks for a particular account
into serial check number order.
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On-Other Returns: FISC will send by courier, FAX, or read to the
Client, checks being returned from the drawee institution to the
Client via the Federal Reserve.
Outgoing Fed. Letter Service: FISC will encode, film, sort by
endpoint (when feasible), balance, and deposit to the Federal
Reserve, the Clients' Outgoing Fed. Letter on a daily basis.
Redeemed Bonds Service: FISC will encode, film, and prepare a
separate cash letter to deposit Clients' redeemed savings bonds
to the Federal Reserve.
POD Service: FISC will process all items, sort, and transmit data
to Client's data center daily. Non-check items will be returned
to the Client daily.
Rendering Service: Checks will be fine sorted by FISC, matched
with statements, and mailed to Client's customers. Presorting
will be performed whenever volume and time constraints allow.
2. Service Fees. The initial monthly fees to be charged by FISC to the
Client for the services described above are provided on the attached price
schedule. These prices shall be subject to increase, in the discretion of FISC,
during the term of this Agreement and any extension thereof. Any increase shall
be announced by notice given by FISC to Client annually in an amount which
expressed as a percentage does not exceed the Consumer Price Index (All Cities)
announced by the Bureau of Labor Statistics for the twelve-month period then
ending.
FISC further reserves the right to increase its prices in excess of the
Consumer Price Index, by giving 90-day notice of such change to a Client. Upon
receipt of such notice, Client shall within Sixty (60) days thereof, provide
FISC with notice of its rejection of such price increase for the service
described herein. Failure to reject the proposed increase shall be an expression
of the Client's acceptance of such price increase. If Client rejects such
increase, this Agreement for the service herein described shall terminate on the
181st day after FISC's notice of increase to Client.
3. Commencement Date and Term. The service described above shall commence
on August 1, 1992. The term during which such service shall be provided to the
Client by FISC shall be for a term of two years from the commencement date.
This Agreement shall renew for additional terms of Three (3) years each, unless
either party hereto gives notice to the other no less than Six (6) months prior
to the termination of the then current term of such party's intent not to renew
this Agreement.
4. Applicability of Agreement. All of the terms and conditions of the
previously described Financial Services Master Agreement between FISC and the
Client are hereby
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incorporated by reference and shall govern the providing of the service
described in this addendum.
5. Services Selected. The services selected from those described in
Section 1 previous are listed below:
Inclearing Service Return Service
Serial Sorting On-Other Returns
Research Redeemed Bonds
POD Service (includes outgoing Rendering
Fed Letter Service)
FINANCIAL INSTITUTIONS SERVICE
CORPORATION
BY:
------------------------------ ----------------------------------
Witness its
President duly authorized
XXXXXXX MERCHANTS BANK
BY: /s/ X.X. Xxxxxxxx, Xx.
------------------------------ ----------------------------------
Witness its
Vice-President duly authorized
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MERCHANTS BANK
ITEM PROCESSING
INCLEARING/RENDERING SERVICE
Price per item based on monthly volume. Straight pricing, not tiered.
-----------------------------
$*** 0-99,999 items
*** 100,000-124,999 items
*** 125,000-149,999 items
*** 150,000-174,999 items
*** 175,000-199,999 items
*** 200,000-249,999 items
*** 250,000 items and over
Pull, Qualify, and Deliver Returns to Fed....................... $ *** per item
Mailers...................................................$ *** after 1st mailer
OUTGOING FED LETTER SERVICE
Price per item based on monthly volume. Straight pricing, not tiered.
$*** 1-29,999 items
*** 30,000-39,999 items
*** 40,000-49,999 items
*** 50,000-69,999 items
*** 70,000-239,999 items
*** 240,000-299,999 items
*** 300,000-359,999 items
*** 360,000-419,999 items
*** 420,000-479,999 items
*** 480,000 items and over
On-Other Returns...........................................................$ ***
OTHER
Serial Sorting.............................................................$ ***
Statements without Checks .................................................$ ***
Statement Savings.............................................$*** per statement
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
Postage......................................................................***
Transmissions ...............................................................***
Programming .....................................*** (Maximum cost to be charged
for conversion programming $***)
Research (Fed Adjustments, Non-FISC Errors).......................$*** per item
Redeemed Bonds................................$ Volumes added to POD volumes and
priced accordingly
CONVERSION FEES
FISC Management consultant fees at $***/hour guaranteed maximum $***. Fees
waived as follows.
2 year contract ***% waived
3 year contract ***% waived
4 year contract ***% waived
5 year contract ***% waived
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
ADDENDUM TO FINANCIAL SERVICES AGREEMENT
FOR CANADIAN ITEMS PROCESSING
THIS ADDENDUM, made and entered into this 1st day of August, 1992, by and
between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation duly
organized and existing under the laws of the State of Maine (hereinafter
referred to as"FISC") and XXXXXXX MERCHANTS BANK a financial institution duly
organized and existing under the laws of the United States and having its
principal office located in Bangor, in the County of Penobscot and State of
Maine (hereinafter referred to as "Client").
It is the intention of FISC and the client that this Addendum be construed
in all respects as an Addendum to a certain Financial Services Agreement (the
"Agreement") between FISC and the Client dated August 1, 1992, and that it is
being entered into by the parties hereto for the purpose of describing a
particular service and the fees to be initially charged therefore to be provided
by FISC to the client under the terms of said Agreement.
1. Description of Service. The description of the particular service to
which this Addendum relates which is to be provided by FISC to the Client is as
follows:
FISC will MICRO encode, film, and prepare a separate cash letter for
delivery of your Canadian items to the Federal Reserve Bank in Auburn.
FISC does not assume any liability for any Canadian government checks or
Postal Money Orders which are lost in transit and for which a copy of the film
is not accepted for payment.
2. Service Fees. The initial fees to be charged by FISC for providing the
above-described service to the Client are as follows:
Canadian Item volumes will be added to the POD Item volumes and priced
according to the POD pricing schedule.
3. Commencement Date and Term. Pursuant to section 2 of the agreement, the
date on which the above-described service shall commence and the initial term
during which such service shall be provided to the Client by FISC are as
follows:
Commencement Date: August 1, 1992
Initial Term: 2 Years
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4. Applicability of Agreement. All of the terms and conditions of the
above-described Financial Services Agreement between FISC and the Client are
hereby incorporated by reference and shall govern the providing of the service
described in this Addendum.
FINANCIAL INSTITUTIONS SERVICE
CORPORATION
BY:
------------------------------ ----------------------------------
Witness its
President duly authorized
XXXXXXX MERCHANTS BANK
BY: /s/ X.X. Xxxxxxxx, Xx.
------------------------------ ----------------------------------
Witness its
Vice-President duly authorized
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FINANCIAL INSTITUTIONS SERVICE CORPORATION
One Sixty Eight Lisbon Street, P.O. Box 221. Xxxxxxxx, Xxxxx 00000-0000
o (000) 000-0000 o FAX (000) 000-0000
February 25, 1993
Mr. Xxxxxx Xxxxxxxx
Senior Vice President
Xxxxxxx Merchants Bank
000 Xxxx Xx.
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
Thank you for utilizing FISC's Laser Printing Service. Enclosed are two copies
of the Laser Printing addendum. Please sign both copies and return one to me.
If you have any questions concerning the contract please contact me. If you have
questions about the service please contact Xxxx Perk.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Administrative Assistant
/db
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This Agreement made and entered into this 19th day of October, 1992, by and
between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation duly
organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, (P.O. Xxx 000, Xxxxxxxx, Xxxxx,
00000-0000) (hereinafter referred to as "FISC"), and XXXXXXX MERCHANTS BANK, a
financial institution duly organized and existing under the laws of the United
States, and having its principal office located in Bangor, (201 Main St.,
Bangor, Maine, 04401) (hereinafter referred to as "Client").
1. Description of Service
Receiving and loading tapes
Laser print statements
Burst Statements
Fold Statements
Stuff and mail statements (pre-sort zip codes)
Generic statement forms provided
Dual window envelopes provided
Includes one advertising enclosure (see Section 2
for fees for additional enclosures)
2. Service Fees
Statements
Price/Page Volume
$ *** 0 - 4,999
$ *** 5,000 - 9,999
$ *** 10,000 - 14,999
$ *** 15,000 and over
Other Laser Printed Forms
Price/Page Volume
$ *** 0 - 4,999
$ *** 5,000 - 9,999
$ *** 10,000 - 14,999
$ *** 15,000 and over
Above fees are not computed on tiered volume.
Deduct $*** per page if client provides statement forms and envelopes.
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
COM (Computer Output Microfiche)
$*** per original
$*** per duplicate
We will stuff additional enclosures at *** cent per enclosure.
FISC may, in its discretion, increase the above fees on an annual basis in
an amount that reflects an increase no greater than the rate of increase in
the Consumer Price Index (All Cities) prepared by the Bureau of Labor
Statistics for the twelve (12) month period then ending. Further, FISC may
determine to increase its fees in excess of the CPI rate. In such event, at
least ninety (90) days prior to the effective date of increase of such
fees, FISC will provide notification to the Client of the service fees
which it proposes to charge. The Client shall have sixty (60) days from
such notice to reject such increase, which shall otherwise become effective
on the ninety-first (91st) day after such notice. If such increase is
rejected, this agreement shall terminate on the said ninety-first (91st)
day.
At least seventy-five (75) days prior to the commencement of renewed term,
FISC will provide notification to the client of the service fees which it
proposes to charge. These fees to remain in effect for the term of the
contract.
3. Term of Agreement. This Agreement shall become effective when signed by
Client and accepted in writing by FISC for a term of two (2) years. The
term of service shall be automatically renewed for successive three (3)
year terms based upon the changes and on the terms and conditions in effect
at the time of renewal unless either party gives the other written notice
of termination six (6) months in advance of the expiration of the then
current term.
4. Exclusive Remedy. THE CLIENT'S SOLE REMEDY AGAINST FISC FOR LOSS OR DAMAGE
CAUSED BY OR ARISING IN CONNECTION WITH PERFORMANCE OR NON-PERFORMANCE OF
THE FINANCIAL SERVICES UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, SHALL BE THE LESSER OF THE AMOUNT OF ACTUAL
DIRECT DAMAGES WHICH ARE PROVEN OR AN AMOUNT EQUAL TO THE MOST RECENT THREE
(3) MONTHS FEES FOR THE SERVICE TO WHICH THE CLAIM RELATES. THIS LIMITATION
SHALL ALSO BE CONSIDERED TO BE A SINGLE AGGREGATE LIMIT ON FISCIS LIABILITY
WHEN MULTIPLE CLAIMS SHOULD ARISE OUT OF THE SAME TRANSACTION OR EVENT,
THIS REMEDY SHALL BE EXCLUSIVE OF ALL OTHER REMEDIES AT LAW OR IN EQUITY.
- 15 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
5. Indemnification and Waiver of Subrogation. The Client shall indemnify and
hold FISC harmless from and against any and all loss, liability, cost,
damage, or expense, including but not limited to reasonable attorneys' fees
arising out of, or in any way relating to any third-party claims of
whatever nature and by whomsoever made against FISC as a result of this
Agreement or of the performance by FISC of the services contemplated
hereby. The Client also hereby releases FISC from any and all liability or
responsibility to anyone claiming through the Client by way of subrogation
or otherwise in any amount that exceeds the liability limitation provisions
in section four (4) of this Agreement to the extent such release from
liability is not precluded by the provisions of the Client's liability,
casualty and property insurance polices and agreements and is fidelity
bond.
Clients shall have sole responsibility for all information it provides FISC
and FISC shall have no obligation to verify, check or inspect information
furnished by Client. Client agrees to indemnify and save harmless FISC
against any and all liability, loss, damages, costs and expenses which FISC
may occur, suffer or be required to pay by reason of the content of
Client's information or because of any error or omission in information.
6. Liability Limitations.
Notwithstanding any other provision of this Agreement:
a.) FISC shall not be liable for any indirect, incidental or consequential
damages (including lost profits) sustained or incurred in connection
with financial services supplied under this Agreement regardless of
the form of action, whether in contract, tort, including negligence,
strict liability or otherwise, and whether or not such damages are
foreseen or unforeseen.
b.) FISC shall not be liable in any way for delay, failure in performance,
loss or damage due to any of the following force majeure conditions:
fire, strike, embargo, explosion, power blackout, earthquake, volcanic
action, flood, war, water, the elements, labor disputes, civil or
military authority, acts of God, public enemy, liability to secure
materials, inability to secure products, inability to secure fuel,
transportation facilities, acts or omissions of carriers, or other
causes beyond its reasonable control, whether or not similar to the
foregoing.
c.) FISC shall not be liable for any delay, loss or damage attributable to
any service of any other person other than FISC its employees and
agents.
d.) Any legal action arising from or in connection with services performed
for the Client or any other activity in connection with this
Agreement must be brought within one year after the cause of action
arises. For purposes
- 16 -
of this Agreement a cause of action arises on the date of actual
occurrence of the act or event or on a date when there is an omission
to act.
7. Payment Terms. FISC will xxxx Client monthly. Payment of invoices is due
within thirty (30) days of invoice date. Failure to pay the invoice amount
when due shall result in the assessment of a finance charge of ***% of the
invoice amount for each month or portion thereof between the due date and
date of payment. Client warrants and represents that this Agreement is
entered into for commercial purposes only.
8. Confidentiality. All information delivered to FISC shall remain
confidential and will not be released by FISC to any other person, firm, or
corporation without consent of Client.
9. Termination For Cause. The Client will be in default of this Agreement and
FISC may terminate this Agreement if the Client fails to pay any charges
when due or fails to perform or observe any term or condition of this
Agreement, if such failure shall continue unremedied for thirty (30) days
after receipt of written notice thereof from FISC.
The Client may terminate or cancel this Agreement if FISC fails to perform
or observe any material term or condition of this Agreement and such
failure shall continue unremedied from thirty (30) days after FISC receives
notice thereof from the Bank.
10. Notices. Any notice required to be given under the terms of this Agreement
shall be deemed duly served if sent by certified mail, return receipt
requested through the United States Postal Service to the following
addresses of the Client and FISC or such different addresses which may be
established from time to time by either party upon giving notice thereof to
the other party to this Agreement:
FINANCIAL INSTITUTIONS SERVICE CORPORATION
000 Xxxxxx Xx., X.X. Xxx 000, Xxxxxxxx, XX
00000-0000
XXXXXXX MERCHANTS BANK
000 Xxxx Xx., Xxxxxx, XX 00000
11. General Provisions.
a.) Any modification or waiver of any provision of this Agreement must be
in writing and signed by authorized representatives of both parties.
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
b.) If any term or provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement shall not be affected
thereby and each term or provision thereof shall be valid and enforced
to the fullest extent permitted by law.
c.) Waiver by either party or any breach of this Agreement by the other
party in a particular instance shall not operate as a waiver of
subsequent breaches of the same or different kind. The failure of
either party to exercise any rights under this Agreement in a
particular instance shall not operate as a waiver of the party's right
to exercise the same or different rights subsequent.
d.) This Agreement shall be construed in accordance with and governed by
the laws of the State of Maine.
e.) This is the entire Agreement between the parties with respect to the
services to be provided hereunder. This Agreement supersedes all prior
agreements, proposals, or understandings whether written or oral.
FINANCIAL INSTITUTIONS SERVICE
CORPORATION
BY: /s/ Xxxxxxx X. Xxx, Xx.
--------------------------------
Its Controller,
Duly Authorized
XXXXXXX MERCHANTS BANK
BY:____________________________
Its______________________________
Duly Authorized
------------------------------
WITNESS
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MAINE CLEARING HOUSE (MeCHA) PARTICIPATION AGREEMENT
FISC has introduced a new service to our item processing clients which will
result in substantial savings in their Federal Reserve Check Collection fees.
This service will be implemented as soon as practical after a signed original
copy of this document is received by FISC.
By signing below the FISC client agrees that:
1. FISC will provide the client cash item clearing services through
MeCHA and in accordance with MeCHA's established rules and regulations
as they (MeCHA) may amend from time to time. See Exhibit A.
2. FISC's liability for any claims, charges, or damages arising from,
out of, or in connection with MeCHA related services shall be the same
as detailed in the Master Financial Services Agreement in effect
between FISC and the client at the date of the signing of this
document.
3. FISC shall provide settlement figures to the client each morning and
the client shall settle with FISC's settlement account by wire
transfer. Client outgoing wire transfers must be completed by 11:30
a.m. Incoming wire transfers will be received by the client by 12:00
noon. Wires are made between Federal Reserve accounts with the Federal
Reserve Bank of Boston.
4. Service fees charged shall be subject to the same terms and
conditions as detailed in the Item Processing Addendum in effect
between FISC and the client at the date of the signing of this
agreement. Fees detailed below are in addition to existing item
processing fees.
Set-up fee (one time) $***
Annual membership fee $***
Inclearing ***
Forward Check Collection ***/item
Wire Fees ***
I have read, understand, and agree to the above items on behalf of Xxxxxxx
Merchants Bank as its SVP Operations (financial institution) Title
duly authorized.
/s/ X.X. Xxxxxxxx, Xx. January 24, 1994
------------------------------------------ -------------------
Signature Date
- 19 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
February 14, 1994
TO: Maine Clearing House (MeCHA) Participants
FROM: Xxxxxxxxx Xxxxxx
RE: ADDENDUM FOR LATE WIRE PENALTY
****************************************************************************
In order to assure that our clients receive their Maine Clearing House (MeCHA)
wires in a timely manner we have modified item 13 of our Maine Clearing House
Participation Agreement.
Please acknowledge receipt of and agreement to the modification by signing one
copy and returning to me.
FISC shall provide settlement figures to the client each morning and the client
shall settle with FISC's settlement account by wire transfer. Client outgoing
wire transfers must be completed by 11:30 a.m. Incoming wire transfers will be
received by the client by 12:00 noon. Wires are to be received at the designated
FISC settlement account with the Federal Reserve Bank of Boston.
FISC will have available a line of credit in the event that wires are not
received in a timely manner for the wires to the Clearing House. If an incoming
wire has not been received the client will be contacted prior to using the line
of credit. In the event that FISC has to use this line of credit on behalf of
one of our clients, the client will be charged as follows.
*If wire is received same day: $*** plus interest charges.
*If wire is received following day: $*** plus interest charges.
If a client causes FISC to access this line of credit frequently, FISC reserves
the right to increase fees.
------------------------------ as its ------------------------------
(financial institution) (title)
duly authorized.
------------------------------ ------------------------------
Signature Date
/s/ Xxxxxxxxx Xxxxxx 2/14/94
------------------------------ ------------------------------
Xxxxxxxxx Xxxxxx, VP, FISC Date
- 20 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
[Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
ADDENDUM TO FINANCIAL SERVICES AGREEMENT
FOR ITEM PROCESSING SERVICES
This AGREEMENT made and entered into this 1st day of August, 1994, by
and between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation
duly organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, in the County of Androscoggin, and State
of Maine (mailing address XX Xxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000-0000) (hereinafter referred to as "FISC"), and Xxxxxxx Merchants Bank, a
financial institution duly organized and existing under the laws of the United
States, and having its principal office located in Bangor, (210 Main Street,
Bangor, Maine, 04401) Maine (hereinafter referred to as "Client").
It is the intention of FISC and the Client that this Addendum be
construed in all respects as an Addendum to a certain Financial Services Master
Agreement (the "Agreement") between FISC and the Client dated August 1, 1992 and
that it is being entered into by the parties hereto for the purpose of
describing one or more services and their pricing structure. This addendum may
describe several related services. The Client will indicate in Section Five
which services it will initially use. Subsequent services may be provided by a
written request from the Client to FISC.
l. Description of Service:
Inclearing Services: FISC will receive daily incoming Cash
Letters from the Clients' RCPC and will: capture, balance, and
transmit (via phone or magnetic tape) the data to the Clients'
data processing center.
Return Service: Clients' returns will be retrieved from
previous day's Incoming Cash Letter, stamped with return
reason, and qualified Cash Letters will be prepared and
returns will be deposited at Fed.
Large Item Return Notification: The Bank of First Deposit will
be notified electronically of any return item $2,500.00 or
more.
Research (Adjustments): FISC will research items or
adjustments as requested by Client. Research could involve
obtaining copies of checks, obtaining cash letter information,
or submitting adjustments to the Federal Reserve.
Serial Sorting: FISC will sort checks for a particular account
into serial check number order.
On-Other Returns: FISC will send by courier, FAX, or read to
the Client, checks being returned from the drawee institution
to the Client via the Federal Reserve.
Redeemed Bonds Service: FISC will encode, film, and prepare a
separate cash letter to deposit Clients' redeemed savings
bonds to the Federal Reserve.
POD Service: FISC will process all items, sort, and transmit
data to Client's data center daily. Non-check items will be
returned to the Client daily,
- 21 -
Rendering Service: Checks will be finesorted by FISCI matched
with statements, and mailed to Client's customers. Presorting
will be performed whenever volume and time constraints allow.
Canadian Items Service: FISC will MICR encode, film, and
prepare a separate cash letter for delivery of your Canadian
items to the Federal Reserve Bank in Auburn.
FISC does not assume any liability for any Canadian
government checks or Postal Money Orders which are
lost in transit and for which a copy of the film is
not accepted for payment.
Food Coupon Redemption Certificates: FISC will encode, film
and return to client Food Coupon Redemption certificates.
Statement Savings: FISC will fold, stuff, and mail savings
statements to the financial institution's customer each cycle.
Statement Without Checks (Zeros): FISC will fold, stuff, and
mail statements that do not have any DDA checks clearing the
customers account for each cycle to the financial
institution's customer.
Laser Printing (Non-DDA Statements or Forms): FISC will
receive and load tapes, laser print statements, fold
statements, stuff and mail statements (pre-sort zip codes),
provide generic statement forms and dual window envelopes.
Service includes one advertising enclosure.
Laser Printing (DDA Statements): FISC will receive and load
tapes, laser print statements, fold statements to be included
with DDA Rendering Service.
Computer output Microfiche: FISC will produce microfiche of
statement information from the Laser Printing tape provided by
Client. Duplicates available upon request.
Controlled Disbursement Service: This service provides FAXing
or telephone calls daily with a report on selected individual
accounts. This report will list, for each account requested by
the Client, the number of items and the total dollar amount.
This report should be readily available prior to the
transmission of Inclearing work to the Client's data center.
2. Service Fees. The initial monthly fees to be charged by FISC
to the Client for the services described above are provided on the attached
price schedule.
FISC may, in its discretion, increase the above fees on an annual basis
in an amount that reflects an increase no greater than the rate of increase in
the Consumer Price Index (All Cities) prepared by the Bureau of Labor Statistics
for the twelve (12) month period then ending. Further, FISC may determine to
increase its fees in excess of the CPI rate. In such event, at least ninety (90)
days prior to the effective date of increase of such fees, FISC will provide
notification to the Client of the service fees which it proposes to charge. The
Client shall have sixty (60) days from such notice to reject such increase,
which shall otherwise become effective on the ninety-first (91st) day after such
notice. If such increase is rejected, this agreement shall terminate on the said
ninety-first (91st) day.
- 22 -
At least seventy-five (75) days prior to the commencement of renewed
term, FISC will provide notification to the client of the service fees which it
proposes to charge. These fees to remain in effect for the term of the contract.
3. Commencement Date and Term. The service described above shall
commence on August 1, 1994. The term during which such service shall be provided
to the Client by FISC shall be for a term of 5 years from the commencement
date. This Agreement shall renew for additional terms of 3 years each, unless
either party hereto gives notice to the other no less than Thirty (30) days
prior to the termination of the then current term of such party's intent not to
renew this Agreement.
4. Applicability of Agreement. All of the terms and conditions of the
previously described Financial Services Master Agreement between FISC and the
Client are hereby incorporated by reference and shall govern the providing of
the service described in this addendum.
5. Services Selected. The services selected from those described in
Section 1 previous are listed below:
Inclearing Service Large Item Return Notification
Returns Service Serial Sorting
On-other Returns Research
Redeemed Bonds Service Statements Without Checks
POD Service Rendering
Canadian Items Laser Printing DDA Statements
Laser Printing non-DDA COM
Other: ____________________________________________________________
____________________________________________________________
____________________________________________________________
FINANCIAL INSTITUTIONS SERVICE
CORPORATION
______________________________ BY:___________________________________
Witness its
President duly authorized
XXXXXXX MERCHANTS BANK
______________________________ BY: /s/ X.X. Xxxxxxxx, Xx.
Witness its
SVP Operation duly authorized
- 23 -
Xxxxxxx Merchants Bank
ITEM PROCESSING PRICES
1994
INCLEARING/RENDERING SERVICE
Inclear and Render Price per item (straight
pricing, not tiered).
Fees waived for Xxxxxxx
0 - 99,999 items/month $***
100,000 - 124,999 items/month $***
125,000 - 149,000 items/month $***
150,000 - 175,000 items/month $***
175,000 - 199,999 items/month $***
200,000 @ 249,999 items/month $***
250,000 items and over/month $***
Other Price
Statements w/out checks (non-truncated) $*** per account
Truncated Statements No additional charge
Returns (Qualify and Deposit) $*** per item
On-Other Returns
*by courier No charge
*Phone Call $*** per item
*FAX $*** per item
*Mail *Cost of Postage Fees Waived for
Xxxxxxx Merchants Bank
Large Item Return Notification $*** per item
- 24 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
Inclear and Render Price per item (straight
pricing, not tiered).
Fees waived for Xxxxxxx
Research - Special Projects $*** per hour
Research (non-FISC errors) $*** per item
Serial Sorting $*** per item
Controlled Disbursement $*** per account per month
Telephone Transmission Charges At Cost
Programming Charges At Cost
Postage At Cost
Above pricing will be discounted ***% in accordance with the Five (5) year
contract term or ***% in accordance with a Three (3) year contract term.
- 25 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
PROOF OF DEPOSIT (POD) SERVICE
Encode A Sort Price per item (straight
pricing, not tiered)
1 - 29,999 items/month $***
30,000 - 39,999 items/month $***
40,000 - 49,999 items/month $***
50,000 - 69,999 items/month $***
70,000 - 239,999 items/month $***
240,000 - 299,999 item's/month $***
300,000 - 359,999 items/month $***
360,000 - 419,999 items/month $***
420,000 - 479,999 items/month $***
480,000 items and over $***
Other Price
Research - Special Projects $*** per hour
Research (non-FISC errors) $*** per item
Canadian Items $*** per item
Food Coupon Redemption
Certificates
*lst ten *$*** total
*11 items and over *$***per item
Savings Bonds Added to total number of POD
items
Telephone Transmission Charges At Cost
Programming charges At Cost
- 26 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
Postage At Cost
Above pricing will be discounted ***% in accordance with the Five (5) year
contract term or ***% in accordance with a three (3) year contract term.*
- 27 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
LASER PRINTING SERVICE
DDA Statements Price/Page
0 - 4,999 pages/month $***
5,000 - 9,999 pages/month $***
10,000 - 14,999 pages/month $***
15,000 and over pages/month $***
As part of the Inclearing/Rendering service Laser Printing of DDA Statements
will be discounted ***% in accordance with the Five (5) year contract term or
***% in accordance with the Three (3) year term.
Non-DDA Statements or Forms Price/Page
0 - 4,999 pages/month $***
5,000 - 9,999 pages/month $***
10,000 - 14,999 pages/month $***
15,000 and over pages/month $***
All Laser Printing fees are computed on tiered volume. Deduct $*** per page if
client provides statement forms and envelopes. We will stuff additional
enclosures at *** cent per enclosure.
COM (Computer output Management) $*** per original
$*** per duplicate
*Effective August 1, 1994
- 28 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
ADDENDUM TO FINANCIAL SERVICES AGREEMENT
FOR IMAGE
This AGREEMENT made and entered into this 27th day of March 1995, by
and between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation
duly organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, Maine (PO Xxx 000, 000 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx 04243-0221) (hereinafter referred to as "FISC"), and XXXXXXX
MERCHANTS BANK, a financial institution duly organized and existing under the
laws of the United States, and having its principal office located in Bangor,
Maine, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx, 00000) (hereinafter referred to as
"Client").
It is the intention of FISC and the Client that this Addendum be
construed in all respects as an Addendum to a certain Financial Services Master
Agreement (the "Agreement") between FISC and the Client dated August 1, 1992 and
that it is being entered into by the parties hereto for the purpose of
describing one or more services and their pricing structure. This addendum may
describe several related services. The Client will indicate in Section Five
which services it will initially use. Subsequent services may be provided by a
written request from the Client to FISC.
1. Description of Service. The description of the particular service to which
this Addendum relates which is to be provided by FISC to the institution is as
follows:
Image Statements: FISC will laser print data on statement forms, print
images of checks and other items as requested, barcode statements, and
drill holes in statements, as requested.
IMAGEVIEW Access: FISC will provide software to Client which allows
on-line dial-up access to images resident on FISC's data base.
Copies of Images: FISC will provide Client with copies of images of
daily work, monthly work, etc. as negotiated on the media negotiated.
2. Service Fees. The initial monthly fees to be charged to FISC to the Client
for the services described above are provided on the attached price schedule.
These prices shall be subject to increase, in the discretion of FISC, during the
term of this Agreement and any extension thereof. Any increase shall be
announced by notice given by FISC to Client annually in an amount which
expressed as a percentage does not exceed the Consumer Price Index (All Cities)
announced by the Bureau of Labor Statistics for the twelve-month period then
ending.
- 29 -
FISC further reserves the right to increase its prices in excess of the Consumer
Price Index by giving Ninety (90) day notice of such change to a Client. Upon
receipt of such notice, Client shall within Sixty (60) days thereof, provide
FISC with notice of its rejection of such price increase for the service
described herein. Failure to reject the proposed increase shall be an expression
of the Client's acceptance of such price increase. If Client rejects such
increase, this Agreement for the service herein described shall terminate on the
Ninety-first (91st) day after FISC's notice of increase to Client.
3. Commencement Date and Term. The service described above shall commence on
June 1, 1995. The term during which such service shall be provided to the
Client by FISC shall be for a term of 5 years from the commencement date or
until 8/1/99 . This Agreement shall renew for additional terms of 3 years each,
unless either party hereto gives notice to the other no less than ninety (90)
days prior to the termination of the then current term of such party's intent
not to renew this Agreement.
4. Applicability of Agreement. All of the terms and conditions of the
above-described Financial Services Agreement between FISC and the client are
hereby incorporated by reference and shall govern the providing of the service
described in this Addendum.
FINANCIAL INSTITUTIONS SERVICE CORP.
------------------------------ -------------------------------------
Witness Its President,
duly authorized
XXXXXXX MERCHANTS BANK
/s/ Xxxxxxxx X. Xxxxxxxx /s/ X.X. Xxxxxxxx, Xx.
------------------------------ -------------------------------------
Witness Its, SVP Operation
duly authorized
- 30 -
IMAGE STATEMENT PRICING
TIERED PRICING OPTION
NUMBER OF ONE TIME MO. BASE FREE PER ITEM BACK
DDAS CONVER- PRICE DDA FEE AFTER IMAGE PER
SION FEE ITEMS FREE ITEM FEE
(ALL)
8,000 - ABOVE $*** $*** 30,000 *** ***
6,001 - 8,000 $*** $*** 25,000 *** ***
4,001 - 6,000 $*** $*** 16,000 *** ***
2,001 - 4,000 $*** $*** 10,000 *** ***
0 - 2,000 $*** $ *** 4,500 *** ***
NEGATIVE CONFIRMATION PRICING
Clients signing contract during the first year and using negative confirmation
will receive the following pricing.
CONVERSION FEE PER ITEM FEE - FRONT PER ITEM FEE - BACK
IMAGE IMAGE
$*** $*** $***
Negative confirmation:
Bank sends an image statement with the traditional statement the first
month. After that, the bank customer will receive the image statement unless
they specifically request to continue to receive traditional statement.
- 31 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
IMAGEVIEW PRICING
HARDWARE COSTS
PC CONFIGURATION RECOMMENDED
Pentium 90 Processor
Mini Tower w/1 6Mb, 54OMb HD,
3.5" Xxxxxxxx Xxxxx, #0XXX00 Pro
Video Card, 17" High Resolution
Monitor, Pro Audio Sound Card,
28.8k Modem
CD-ROM Reader, OS/2 WARP $***
HP LaserJet Printer
4PPM, 600 DPI, 2Mb $***
$***
SOFTWARE COSTS
Installed Cost $***
IMAGEVIEW, HARDWARE & SOFTWARE
CONFIGURED AND INSTALLED ................. $***
ON-LINE COSTS
MONTHLY ACCESS FEE....................................... $***
Access time may be limited by FISC.
COPY OF IMAGES
Price will depend upon media cost and how Client requests images be
selected. To be negotiated with each client as service is defined.
OTHER CONVERSION COSTS
Review of items to determine if image friendly $***/hr
Train the Trainer $***/person
Special programming $***/hr
- 32 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
ADDENDUM TO FINANCIAL SERVICES AGREEMENT
FOR COURIER SERVICES
This AGREEMENT made and entered into on this first day of May 1997, by
and between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation
duly organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, Maine, (152 Lisbon Street, XX Xxx 000,
Xxxxxxxx, Xxxxx 00000-0000) (hereinafter referred to as "FISC"), and, XXXXXXX
MERCHANTS BANK, a business duly organized and existing under I the laws of the
State of Maine, and having its principal office located in Bangor, Maine (201
Main Street, PO Box 925, Bangor, ME 04401) (hereinafter referred to as
"Client").
It is the intention of FISC and the Client that this Addendum be
construed in all respects as an Addendum to a certain, Financial Services Master
Agreement (the "Agreement") between FISC and the Client dated August 1, 1992 and
that it is being entered into by the parties hereto for the purpose of
describing one or more services and their pricing structure. This addendum may
describe several related services.
1. Description of Service
ATISC courier will pick up at locations designated by the Client for
the delivery to FISC, all items to be MICR encoded and delivered to the
Federal Reserve Bank's Regional Check Processing Center in Auburn, ME
or the MCHA. FISC may also deliver and pick up non-check, items and
packages at said locations if previously agreed to by the Client and
FISC.
Bud's Shop & Save, Newport, Maine
2. Service Fees. The initial daily fees to be charged by FISC to the
Client for the services described above is provided below. You will be
billed from the date that the stop starts.
START DATE LOCATION PRICE PER STOP
May 27, 1997 BUD'S SHOP & SAVE, $***
NEWPORT, MAINE
FISC may, in its discretion, increase the above fees on an annual basis in an
amount that reflects an increase no greater than the rate of increase in the
Consumer Price index (All Cities) prepared by the Bureau of Labor Statistics for
the twelve (12) month period then ending. Further, FISC may determine to
increase its fees in excess of the CPI rate. In such
- 33 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
event, at least ninety (90) days prior to the effective date of increase of such
fees, FISC will provide notification to the Client of the service fees which it
proposes to charge. The Client shall have sixty (60) days from such notice to
reject such increase, which shall otherwise become effective on the ninety-first
(91st) day after such notice. If such increase is rejected, this agreement shall
terminate on the said ninety-first (91st) day.
3. Commencement Date and Term. The services described shall commence on May 1,
1997. The term during which such service shall be provided to the Client by FISC
shall be for a term of Three (3) years from the commencement date. This
Agreement shall renew for additional terms of Three (3) years each, unless
either party hereto gives notice to the other no less than Ninety (90) days
prior to the termination of the then current term of such party's intent not to
renew this Agreement.
5. Fuel Surcharge. In addition to all other charges which may be payable under
this Agreement or any addenda hereto, Client shall pay FISC, with its regular
invoices as set forth therein additional fees which, shall compensate FISC for
increases in FISC's gasoline fuel expense due to gasoline price increases,
equal to or in excess of ***% of the price for gasoline, fuel at of the date of
this Agreement. Client and FISC agree that as of this date the price of fuel is
($***) one dollar per gallon. Upon request of Client, FISC shall provide copies
of records or other evidence of fuel purchases and prices thereof relative to
the provision of services under this Agreement.
6. Liability Limitations. FISC shall not be liable for any delay, loss or damage
attributable to any service of any person, other than FISC, its employees and
agents; provided, however, that in with courier services relating to the
delivery of checks, if Client does not film checks prior to turn over to FISC,
for delivery, FISC shall have no liability for the loss of checks en route from.
Clients place of business to FISC for any cause whatsoever and, Client shall
bear all expenses for reconstructing lost items and any incidental or
consequential damages. If Client does film checks and such filming allows checks
to be reconstructed, FISC will reconstruct lost checks at its expense, provided
that checks were lost due to FISC's negligence.
7. Applicability of Agreement. All of the terms and conditions of the previously
described Financial Services Master Agreement between FISC and the Client are
hereby incorporated by reference and shall govern the providing of the service
described in this, Addendum.
FINANCIAL INSTITUTIONS SERVICE CORP.
- 34 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
/s/ Xxxxx Xxxxxx ________________________________________
Witness Its President,
duly authorized
XXXXXXX MERCHANTS BANK
____________________________ /s/ X.X. Xxxxxxxx, Xx.
----------------------------------------
Its, SVP Operations
duly authorized
- 35 -
FINANCIAL SERVICES AGREEMENT
FOR COURIER SERVICES
This AGREEMENT made and entered into this 1st day of August 1994, by
and between FINANCIAL INSTITUTIONS SERVICE CORPORATION, a business corporation
duly organized and existing under the laws of the State of Maine and having its
principal office located in Lewiston, in the county of Androscoggin and State of
Maine (hereinafter referred to as "FISC"), and XXXXXXX MERCHANTS BANK, a
financial institution duly organized and existing under the laws of the United
States, and having its principal office located in Bangor, in the County of
Penobscot and State of Maine (hereinafter referred to as "Client"). It is the
intention of FISC and the Client that this Addendum be construed in all respects
as an Addendum to a certain Financial Services Master Agreement (the
"Agreement") between FISC and the Client dated August 1, 1992 and that it is
being entered into by the parties hereto for the purpose of describing one or
more services and their pricing structure under the terms of said agreement.
1. Description of Service
A FISC courier will pick up at locations designated by the Client, for
the delivery to FISC, all items to be MICR encoded and delivered to the
Federal Reserve Bank's Regional Check Processing Center in Auburn, ME.
FISC may also deliver and pick up non-check items and packages at said
locations if previously agreed to by the Client and FISC.
2. Service Fees:
The initial monthly fees to be charged by FISC for the previously
described service to the client are as follows:
7 stops in Bangor area - $*** per day
3. Commencement Date and Term
Pursuant to Section Two of the Agreement, the date on which the previously
described service shall commence and the initial term during which such service
shall be provided to the client by FISC are as follows:
Commencement Date: August 1, 1994
Initial Term: 5 Year(s)
4. Applicability of Agreement:
- 36 -
* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
All of the terms and conditions of the previously described Financial
Services Master Agreement between FISC and the Client are hereby
incorporated by reference and shall govern the providing of the service
described in this addendum.
FINANCIAL INSTITUTIONS SERVICE
CORPORATION
______________________________ By:_____________________________
Witness , its
President Duly Authorized
XXXXXXX MERCHANTS BANK
By: /s/ X.X. Xxxxxxxx, Xx.
______________________________ _____________________________
Witness , its
SVP Operations Duly Authorized
- 37 -
